21st Apr 2006 16:47
Bank Pekao SA21 April 2006 UNOFFICIAL TRANSLATION (21 April 2006) Report 54/2006: Amendments to the Charter of Bank Polska Kasa Opieki SpolkaAkcyjna and the uniform text of the Charter of Bank Polska Kasa Opieki SpolkaAkcyjna The Management Board of Bank Polska Kasa Opieki Spolka Akcyjna informs that on21 April 2006 it established the uniform text of the Charter of the Bankincluding the amendments resulting from the issue of 59,709 (fifty nine thousandseven hundred and nine) Series F bearer shares of the Bank, issued on the basisof Resolution No 7 of the Extraordinary General Meeting of Shareholders of BankPolska Kasa Opieki Spolka Akcyjna dated 25 July 2003 on the Contingent Increaseof the Statutory Capital, on the Exclusion of the Pre-emptive Right of Series Fand G shares of the Bank and the amendment to the Charter of the Bank. The Management Board of the Bank informed about the increase of the sharecapital resulting from the issue of the Series F shares in current reports no 34/2006 dated 24 March 2006 and no 38/2006 dated 29 March 2006. THE CHARTER OF BANK POLSKA KASA OPIEKI SPOLKA AKCYJNA I. GENERAL PROVISIONS Section 1 1. Bank Polska Kasa Opieki Spolka Akcyjna, established in 1929, is a bank organised inthe form of a joint stock company, operating pursuant to the binding legal regulations,and in particular according to the Banking Law, regulations of the Code of CommercialCompanies and provisions of this Charter.2. Bank Polska Kasa Opieki S.A. is a part of the UniCredito Italiano S.p.A. capitalgroup. UniCredito Italiano S.p.A. has the right, in accordance with the Polish law,through the Bank's statutory bodies, to affect Bank's activities aimed at ensuring thestability of the group. Section 2 1. The name of the company shall be: "Bank Polska Kasa Opieki Spolka Akcyjna".2. The Bank shall use the abbreviated name: "Bank Pekao S.A." Section 3 The Bank shall have its registered seat in the capital city of Warsaw. Section 4 1. The Bank shall operate within the territory of the Republic of Poland and abroad.2. The Bank may own, establish and liquidate branches and other organisational units inthe country and abroad. Section 5Deleted II. ACTIVITIES OF THE BANK Section 6 The scope of the activities shall comprise the conducting of the following activities inPoland and abroad: 1) Accepting cash as demand deposits or term deposits and keeping Deposit accounts,2) Keeping other bank accounts,3) Granting credits and loans,4) Performing financial settlements in all forms accepted in domestic and international bank relations,5) Performing banking operations regarding bills of exchange and cheques,6) Accepting and making deposits in domestic and foreign banks,7) Giving and confirming sureties and bank guarantees and opening and confirming letters of credit,8) Conducting purchase and sale of foreign exchange values,9) Servicing state loans and managing funds on order,10) Issuing banking securities, trading in such securities and keeping securities accounts,11) Performing ordered activities related with the issue of securities,12) Safe-keeping of objects, documents and securities, and making available safe deposit boxes,13) Organising and participating in bank syndicates,14) Trading and agency in financial debts,15) Performing term financial operations,16) Providing trustee services,17) Issuing payment cards and performing operations with the use of such cards,18) Keeping housing savings,19) Providing consulting and advisory services in financial matters,20) Acquiring or purchasing shares and rights arising from shares of stock of another legal entity other than a bank, or investment in investment funds,21) Taking up obligations relating to issuance of securities,22) Trading and agency in securities,23) Carrying out conversion of debt into the debtor's property components, on terms and conditions agreed with the debtor,24) Purchasing and selling real estate,25) Dealing in derivative instruments on own account and on order,26) Conducting acquisition activities pursuant to regulations of the act on organisation and operation of pension funds,27) Organising and rendering financial services in leasing and factoring,28) Agency sale of participation units or certificates of investments in the understanding of the law on investment funds,29) Performing activities in insurance brokerage,30) Rendering services in transportation of valuables,31) Running the securities accounts,32) Performance of the function of a depository pursuant to provisions of the act on organisation and operation of pension funds and the act on investment funds,33) Acting as an intermediary in carrying out money transfers and settlements in foreign exchange payments,34) Issuing the instrument of electronic money,35) Conducting vindication activity by order of banks. III. BODIES OF THE BANK Section 7 The Bodies of the Bank are:1) General Meeting of Shareholders,2) Supervisory Board,3) Management Board of the Bank. The General Meeting of Shareholders Section 8 1. The Ordinary General Meeting of Shareholders shall be convened by the Management Board of the Bank.2. The Ordinary General Meeting should be held in June at least. Should the General Meeting of Shareholders be not convened by the Management Board within the time limit set out in this Charter, the Supervisory Board shall have the right to convene the Meeting.3. The Extraordinary General Meeting of Shareholders shall be convened, if required, by the Management Board of the Bank on its own initiative or on the motion of the Supervisory Board or the shareholders representing at least 1/10 of the statutory capital. These shareholders may also require introducing specific matters in the agenda of the next General Meeting. The requests for convening the General Meeting of Shareholders and for including specific matters on the agenda of the General Meeting of Shareholders should be justified.4. Should the Management Board not satisfy the requirements of the Supervisory Board or shareholders within two weeks from the date the requirement was submitted, respectively the Supervisory Board or the shareholders shall have the right to convene the Extraordinary General Meeting of Shareholders pursuant to the authorisation of the court. Section 9 All matters to be submitted to the General Meeting of Shareholders shall be first submitted to the Supervisory Board for consideration. Section 10 1. Shareholders may participate in the General Meeting of Shareholders in person or through their attorneys. A power of attorney to attend and vote at the General Meeting of Shareholders shall be made in writing and attached to the Minutes of the General Meeting of Shareholders, under the pain of invalidity.2. The General Meeting of Shareholders shall be entitled to adopt resolutions if at least 50% of the shares plus one share are represented, subject to the mandatory provisions of law.3. In the case the resolution has not been adopted for the lack of the quorum required by the Charter of the Bank, during the next General Meeting of Shareholders, with the same agenda as the General Meeting of Shareholders, which did not adopt a resolution for the lack of the quorum, the presence of the shareholders representing at least 20% of the shares is required for an adoption of the resolution.4. The General Meeting of Shareholders referred to in Section 3 should be held on the date falling - not later than within eight weeks after the General Meeting of Shareholders which has not adopted the resolutions for the lack of quorum.5. Resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of votes, subject to the provisions of the Code of Commercial Companies and the Charter of the Bank. Section 11 Each share of the Bank shall give right to one vote. Section 12 1. The General Meeting of Shareholders shall be opened by the Chairman, or one of theDeputy Chairmen, or in their absence - by one of the members of the Supervisory Board.If these persons are absent, the General Meeting of Shareholders shall be opened by thePresident of the Management Board or a person designated by the Management Board.2. Detailed procedure of conducting the sittings of the General Meeting of Shareholdersshall be determined by the regulation adopted by the General Meeting. Section 13 The General Meeting of Shareholders, apart from other matters specified in the Code ofCommercial Companies and the Charterof the Bank, shall have the authority to:1) Review and approve the report on the Bank's activities and the financial reports for the previous reporting year,2) Adopt resolutions regarding distribution of profits or covering losses,3) Review and approve the report on activities of the Supervisory Board,4) Acknowledge the approval of duties by members of the Supervisory Board and the Management Board,5) Review and approve the report on activities and the financial report of the Bank's capital group,6) Set the date of determining the right to dividend and the date of paying out the dividend,7) Sell and lease of the enterprise, or its organised part, and establish a limited property right of usufruct thereof,8) Amend the Charterof the Bank and establish its uniform text,9) Increase or decrease the Bank's statutory capital,10) Issue bonds, including bonds convertible into shares or the bonds with pre-emptive right to acquire shares, and subscription warrants11) Redeem shares and determine conditions of such redemption,12) Carry out a merger, division or liquidation of the Bank,13) Create and liquidate special funds,14) Appoint and recall members of the Supervisory Board,15) Determine the rules of remunerating members of the Supervisory Board,16) Conclude the agreement with a controlled company which provides for a management over the controlled company or a transfer of profit by such company,17) Appoint the auditor,18) Deal with other matters falling within the scope of the Bank's activities which are submitted to the General Meeting of Shareholders. The Supervisory Board Section 14 1. The Supervisory Board consists of seven to nine members appointed by the General Meeting of Shareholders for the period of their common term of office, which shall last three years.2. The number of members of the Supervisory Board shall be determined by the General Meeting of Shareholders.3. Members of the Supervisory Board shall perform their duties only in person.4. The Supervisory Board shall elect its Chairman, two Deputy Chairmen and Secretary from among its members. The Deputy Chairman may simultaneously perform the function of the Secretary.5. The Supervisory Board shall act in accordance with the Rules of Procedure adopted by it.- Section 15 1. Any member of the Supervisory Board may be recalled at any time by the General Meeting of Shareholders.2. Mandates of the members of the Supervisory Board shall expire: 1) On the date of holding the General Meeting accepting the financial report for the last full reporting year of performing duties of a member of the Supervisory Board, save as otherwise provided for in Section 3, 2) In the event of resignation of a member of the Supervisory Board from his position, 3) In the event of recalling a member of the Supervisory Board by the General Meeting, 4) In case of death of a member of the Supervisory Board.3. Mandate of the member of the Supervisory Board, which has been appointed before the end of the term of the Supervisory Board, shall expire simultaneously with the expiry of the mandates of the remaining members of the Supervisory Board. Section 16 1. Meetings of the Supervisory Board shall be held as necessary, however, not less2. frequently than every two month. Meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board on his own initiative or on a motion of the Management Board or a3. member of the Supervisory Board. If the Chairman of the Supervisory Board does not convene the meeting within two weeks after receiving the motion mentioned in Section 2, the proposer of the motion can convene it on his own giving the date, place and the proposed agenda. Section 17 1. The Supervisory Board shall adopt resolutions if at least half of its members, including its Chairman, or one of the Deputy Chairmen, are present during the meeting and all the members have been invited.2. Members of the Supervisory Board may also take part in adoption of the Board's resolutions by casting their vote in writing through other member of the Supervisory Board, excluding the resolutions on matters introduced into agenda at the meeting.3. Resolutions of the Supervisory Board are adopted by absolute majority of votes.4. In special situations, a resolution may be adopted in writing (by correspondence) or with the use of means of distance communication. The procedure of adopting resolutions in writing and with the use of means of distance communication is set out in the Rules of procedure of the Supervisory Board.5. The mode determined in Section 2 and 4 does not refer to resolutions adopted in secret ballot. Section 18 Besides the rights and obligations provided for in the Code of Commercial Companies andthe Bank's Charter, the following matters shall fall in particular into the authorityof the Supervisory Board:1) Review of the report of the Management Board on activities of the Bank and review of the Bank's financial report for the previous reporting year,2) Review of the motions of the Management Board regarding distribution of profits or covering losses,3) Review of the report on activities and financial report of the Bank's capital group,4) Submitting to the General Meeting of Shareholders a written report on the results of reviews referred to in item (1) to (3),5) Preparation of the report on activities of the Supervisory Board for the previous reporting year,6) Applying to the Banking Supervisory Commission for approval to appoint two members of the Management Board, including the President of the Management Board,7) Appointing, upon approval of the Banking Supervisory Commission, and recalling the President of the Management Board of the Bank in a secret ballot,8) Appointing and recalling in a secret ballot at the request of the President of the Management Board, the Deputy Presidents and members of the Management Board of the Bank, including the appointment of one member of the Management Board upon obtaining the approval of the Banking Supervisory Commission,9) Suspending in their duties for significant reasons individual or all members of the Management Board,10) Delegating the members of the Supervisory Board for a period not exceeding three months, to perform the duties of the members of the Management Board, which were dismissed, resigned, or for other reasons are incapable of performing their duties,11) Determining the terms of contracts regulating employment or other legal relationships between members of the Management Board and the Bank,12) Issue opinions on motions of the Management Board of the Bank regarding the establishing and access by the Bank as a shareholder (stockholder) into other companies, and selling shares (stocks) should such investments be of long-term and strategic nature,13) Issue of opinions on motions of the Bank's long-term development plans and annual financial plans of the Bank,14) Issue of approval for creation and liquidation of foreign branches and representative offices of the Bank,15) Adoption of regulations concerning the creation and use of funds provided for in the Bank's Charteron request of the Management Board,16) Approving motions of the Management Board of the Bank regarding acquisition, encumbering or sale of real estate or a share in real estate, or perpetual usufruct, in the event that its value exceeds 2,000,000 PLN. In other cases decisions are adopted by the Management Board of the Bank without necessity of acceptance of the Supervisory Board. Section 19 The Chairman of the Supervisory Board and, in his absence, the Deputy Chairmanindicated by the Chairman of the Supervisory Board, shall be entitled to signagreements concluded by the Bank with members of the Management Board of the Bank,acting on behalf of the Supervisory Board. The Management Board of the Bank Section 20 1. The Management Board consists of 5 to 9 members. The Management Board of the Bank shall consist of the: 1) President of the Management Board of the Bank, 2) Deputy Presidents of the Management board of the Bank, 3) Members of the Management Board of the Bank.2. The Management Board of the Bank shall operate on the basis of the Rules of procedure adopted by it. Rules of procedure shall in particular define the matters which require joint consideration by the Management Board, as well as the procedure for adopting resolution during the meeting and in writing. Section 21 1. The members of the Management Board shall be appointed for the common term, which shall last three years.2. Mandates of Members of the Management Board of the Bank shall expire: 1) On the day of holding the General Meeting accepting the financial report for the last full reporting year of performing the duties of the member of the Management Board save as otherwise provided for in Section 3, 2) In the event of resignation of a member of the Management Board from his position, 3) In the event of recalling a member of the Management Board by the Supervisory Board, 4) In case of death of a member of the Management Board.3. Mandate of the member of the Supervisory Board appointed before the end of the term of the Management Board shall expire simultaneously with the expiry of the mandates of the remaining members of the Management Board. Section 22 1. The President of the Management Board shall: 1) Manage operations of the Management Board of the Bank, 2) Convene and preside over meetings of the Management Board, 3) Present the standpoint of the Management Board towards the organs of the Bank and in external relations, in particular towards the State organs, 4) Issue internal orders, rules of procedure and other regulations governing the Bank's operations. The President of the Management Board may authorise other persons to issue internal regulations of the Bank.2. During the absence of the President of the Management Board of the Bank, his duties shall be taken over by a member of the Management Board of the Bank appointed by the President of the Management Board.3. The Management Board conducts the matters of the Bank and represents the Bank. The members of the Management Board co-ordinate and supervise the activity of the Bank pursuant to the division of competence established by the President of the Management Board.4. The Management Board of the Bank, in the framework limited by the rules of the prevailing Polish Law, submits to UniCredito Italiano S.p.A. as the dominating entity all required information and data.5. The Management Board of the Bank, operating through the statutory bodies of the Bank's subsidiaries, co-ordinates and affects their activities aimed at ensuring the stability of the group. Section 23 The Management Board of the Bank may issue commercial powers of attorney only to the employees belonging to the UniCredito Italiano S.p.A. capital group. The commercial power of attorney may be revoked by any member of the Management Board. IV. PROCEDURE FOR SUBMITTING STATEMENTS REGARDING PROPERTY RIGHTS AND OBLIGATIONS OF THE BANK Section 24 1. The following persons are authorised to make statements regarding property rights and obligations of the Bank and to sign on behalf of the Bank: 1) Two members of the Management Board or a member of the Management Board with a commercial attorney, 2) Two commercial attorneys, 3) Member of the Management Board or a commercial attorney acting jointly with an attorney, 4) Attorneys acting individually or jointly within the limits of their powers of attorney.2. Persons empowered to submit statements regarding property rights and obligations shall place their signatures under the name of the Bank. V. CAPITAL AND FUNDS OF THE BANK Section 25 1. Equity funds of the Bank, including positions decreasing them, in accordance with theregulations of Banking Law, shall consist of: 1) Basic funds, 2) Supplementary capital in the amount not higher than the Bank's basic funds.2. The Bank's basic funds are: 1) Statutory capital, 2) Obligatory reserve equity, 3) Reserve equities, 4) General risk fund, 5) Retained profit from previous years. Section 26 1. Bank may create and liquidate special funds during and at the end of the financial year, on the basis of resolutions of the General Meeting of Shareholders.2. Bank shall create funds provided for binding legal acts. Section 27 1. The statutory capital of the Bank amounts to 166.733.320 ,- (one hundred sixty six million seven hundred thirty three thousand three hundred and twenty PLN) and is divided into 137.650.000 (one hundred thirty seven million six hundred and fifty thousand) Series A bearer shares with the nominal value of 1,- (one) PLN per share, 7.690.000 (seven million six hundred and ninety thousand) Series B bearer shares of the Bank with the nominal value of 1,- (one) PLN per share, 10.630.632 (ten million six hundred thirty thousand six hundred and thirty two) Series C bearer shares with the nominal value of 1,- (one) PLN per share, 9.777.571 (nine million seven hundred seventy seven thousand five hundred and seventy one) Series D bearer shares with the nominal value of 1,- (one) PLN per share, 373.644 (three hundred seventy three thousand six hundred and forty four) Series E bearer shares with the nominal value of 1 (one) PLN per share, 251.633 (two hundred fifty one thousand six hundred and thirty three) Series F bearer shares with the nominal value of 1,- (one) PLN per share and 359.840 (three hundred fifty nine thousand eight hundred and forty) Series H bearer shares with the nominal value of 1,- (one) PLN per share.2. Statutory capital of the Bank may be increased through the issue of new bearer shares, or through the increase of the nominal value of the existing shares. The General Meeting may increase the statutory capital earmarking for this purpose the funds from reserve capital or other funds set up from profit, provided they can be used for this purpose in compliance with the Code of Commercial Companies and the Bank's Charter.3. Shares may be issued as collective shares certificates.4. Shares may be redeemed on conditions determined by the General Meeting of Shareholders. Section 27 a The Bank's share capital was conditionally increased by Resolution No 7 of theExtraordinary General Meeting of Shareholders dated 25 July 2003 by the amount of1.660.000,- (one million six hundred sixty thousand) PLN, by a way of issue 830,000(eight hundred thirty thousand) Series F common bearer shares of the Bank with anominal value of 1 (one) PLN each and 830,000 (eight hundred thirty thousand) Series Gcommon bearer shares of the Bank with a nominal value of 1 (one) PLN, in order to grantrights of priority to take up shares to the holders of Series A, B, C and D registeredbonds of the Bank with right to priority, issued pursuant to Resolution No 6 of theExtraordinary General Meeting of Shareholders dated 25 July 2003, with the exclusion ofpre-emptive right on shares in relation to the existing shareholders of the Bank. Section 28 1. Obligatory reserve equity shall be created out of annual write-offs from the net profit to cover possible balance sheet losses, as may result from operations of the Bank. Annual write-offs into obligatory reserve equity shall amount to at least 8 % of net profit and shall be continued until the obligatory reserve equity reaches at least 1/3 part of statutory capital of the Bank. The surplus achieved by the issue of shares over their nominal value shall be transferred to the obligatory reserve equity and other surplus - after the cover of cost of issue.2. The amount of any such write-off shall be determined by the General Meeting of Shareholders.3. The General Meeting of Shareholders shall decide about using of obligatory reserve equity. However, a part of this equity in the amount of one-third part of statutory capital may be only used to cover the loss showed in the financial report. Section 29 1. The general risk fund shall be established out of write-offs from net profit for unidentified risks associated with banking activities.2. The amount of any such write-offs shall be determined by the General Meeting of Shareholders. Section 30 1. The reserve equities shall be established out of write-offs from net profit for the equities.-2. Amount of any such write-offs shall be determined by the General Meeting of Shareholders.3. The reserve equities may be designated for covering the particular losses or expenses as well as for increasing the statutory capital and paying out of the dividend.4. The General Meeting of shall decide about using the reserve equities. Section 31 1. Special funds shall be established out of write-offs from net profit made pursuant to a resolution of the General Meeting of Shareholders, which, in each case, shall determine the amount of the write-off to be allocated to each particular fund, unless the obligation to create such funds results from a legal act.2. Rules of procedure of establishing and using of special funds shall be adopted by the Supervisory Board. VI. FINANCIAL MANAGEMENT OF THE BANK, DISTRIBUTION OF PROFIT, COVERING OF LOSSES, ACCOUNTING Section 32 The financial management of the Bank shall be conducted on the basis of annualfinancial plans. Section 33 1. Annual net profit may be allocated for the following purposes, in amounts to be resolved upon by the General Meeting of Shareholders: 1) Obligatory reserve fund, 2) General risk fund, 3) Reserve equities, 4) Dividend, 5) Special funds, 6) Other purposes. 2. Any claim for dividend shall expire after three years. The Bank shall pay no interest on the uncollected dividend. Section 34 The Bank shall create a general risk reserve to debit the costs in order to coverrights connected with conducting banking operations. Section 35 Balance sheet losses shall be covered from obligatory reserve equity and reserveequities in the manner specified by a resolution of the General Meeting ofShareholders. Section 36 The Bank shall conduct accounting on the basis of the plan of accounts and inaccordance with the binding legal regulations.The organization and method of accounting shall be determined by the Management Boardof the Bank. Section 37 Financial year shall be equivalent to the calendar year. VII. INTERNAL CONTROL Section 38 1. Internal control shall be conducted with application of the following criteria: lawfulness, correctness, reliability, organizational efficiency of operations conducted by the Bank and correctness of information and reports being submitted.2. Internal control shall be effected by way of: 1) Institutional control - carried out by an appointed organizational unit of the Bank's Head office, 2) Functional control - carried out by persons performing managerial duties in organizational units and offices of the Bank. VIII. FINAL PROVISIONS Section 39 In case of liquidation of the Bank, the General Meeting of Shareholders at the requestof the Supervisory Board shall appoint one or more liquidators and determine the methodof carrying out the liquidation. Section 40 Obligatory notices, including notices on convening the General Meeting of Shareholdersshall be published by the Management Board of the Bank in the "Court and BusinessMonitor".The financial report shall be published in the official journal: Dziennik UrzedowyRzeczypospolitej Polskiej "Monitor Polski B". This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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